CIVIC Works Inc.

“The board of directors, by resolution adopted by a majority of the directors in office, may designate from among its members an executive committee consisting of such number of directors as may be specified in the resolution, which committee, to the extent provided in such resolution, shall have the power to exercise the authority of the board of directors in the management of the corporation, except that such committee shall have no authority to amend, alter or repeal the bylaws, to elect, appoint or remove any director or officer of the corporation, or to approve any charter document required to be filed with the state department of assessments and taxation of maryland.”

“The ceo, cfo and finance committee review the 990 and then distributes the final 990 to the entire board of directors prior to filing.”

“The board monitors and enforces the conflict of interest policy. The policy applies to board members, staff, and certain volunteers. An interested party is under a continuing obligation to disclose any actual or potential conflict of interest as soon as it is known, or reasonably should be known. An interested party shall complete a questionnaire to fully and completely disclose the material facts about any actual or potential conflicts of interest. The disclosure statement shall be completed upon his/her association with the organization, and shall be updated annually thereafter. An additional disclosure statement shall be filed at such time as an actual or potential conflict arises. For board members, the disclosure statements shall be provided to the chair of the board, or in the case of the chair's disclosure statement shall be provided to the secretary of the board. Copies shall also be provided to the chief executive officer of the organization. In the case of staff or volunteers with significant decision making authority, the disclosure statements shall be provided to the chief executive officer of the organization, or in the case of the chief executive officer's disclosure statement shall be provided to the chair of the board. The secretary of the board of directors shall file copies of all disclosure statements with the official corporate records of the organization. Whenever there is reason to believe that an actual or potential conflict of interest exists between civic works, inc. And an interested party, the board of directors shall determine the appropriate organizational response. Where the actual or potential conflict involves an employee of the organization other than the executive director, the executive director shall, in the first instance, be responsible for reviewing the matter and may take appropriate action as necessary to protect the interests of the organization. The executive director shall report to the chair the results of any review and the action taken. The chair, in consultation with the executive committee, shall determine if any further board review or action is required. Where an actual or potential conflict exists between the interests of civic works, inc. And an interested party with respect to a specific proposed action or transaction, civic works, shall refrain from the proposed action or transaction until such time as the proposed action or transaction has been approved by the disinterested members of the board of directors of the organization. The following procedures shall apply: an interested party who has an actual or potential conflict of interest with respect to a proposed action or transaction of the corporation shall not participate in anyway in, or be present during the deliberations and decision making of the organization with respect to such action or transaction. The interested party may, upon request, be available to answer questions or provide material factual information about the proposed action or transaction. The disinterested members of the board of directors may approve the proposed action or transaction upon finding that it is in the best interests of the corporation. The board shall consider whether the terms of the proposed transaction are fair and reasonable to the organization and whether it would be possible, with reasonable effort, to find a more advantageous arrangement with a party or entity that is not an interested party. Approval by the disinterested members of the board of directors shall be by vote of a majority of directors in attendance at a meeting at which a quorum is present. An interested party shall not be counted for purposes of determining whether a quorum is present, nor for purposes of determining what constitutes a majority vote of directors in attendance. The minutes of the meeting shall reflect that the conflict disclosure was made, the vote taken and, where applicable, the abstention from voting and participation by the interested party.”

“The executive committee of the board of directors uses comparability data to determine compensation for the executive director. The board of directors considers the committee's recommendation and the board's decision is reflected in its meeting minutes. The executive and deputy executive director determine the compensation for the rest of the management team. This process was last completed in 2020.”

“The organization makes all governing documents, the conflict of interest policy, and financial statements available to the public upon request.”